Terms and Conditions of Your Cash and Margin Accounts
PERSHING ADVISOR SOLUTIONS LLC
Overview
This document outlines the terms and conditions that apply to the Account Application and Agreement among you, Pershing LLC (Pershing), and
Pershing Advisor Solutions LLC (Pershing Advisor Solutions).
• “You” are the Account Holder(s). Account Holder(s) may be one or
more individuals or organization(s), a corporation, a joint venture(s),
a partnership or a trust.
•Your “Investment Advisor(s)” to which you have granted authority
over your Account(s) is an individual or organization serving as your
registered investment advisor (RIA) or separate account manager
(SAM). Your Investment Advisor(s) is responsible for managing
your Account(s), and has sole responsibility for determining the
appropriateness of advisory fees charged to your Account(s).
• “Pershing Advisor Solutions” is a broker-dealer, a member firm
of the Financial Industry Regulatory Authority (FINRA), and an
affiliate of Pershing. Pershing Advisor Solutions clears transactions
for your Account(s) through Pershing on a fully disclosed (nonanonymous) basis.
•“Pershing” refers to Pershing LLC, which is a member organization
of the New York Stock Exchange, Inc. (NYSE), a member of FINRA,
and provides clearing services for your Account. Pershing acts as the
custodian (holder of assets) for your Account(s).
In consideration of Pershing Advisor Solutions’ accepting and
introducing your Account to Pershing, which will act as the custodian
for your Account(s), you understand, acknowledge and agree that:
•Pershing will maintain and custody your Account(s) as a clearing
broker under a clearing agreement with Pershing Advisor Solutions.
•Until they receive written notice to the contrary signed by you,
Pershing may, without inquiry or investigation, accept orders for
the purchase or sale of securities and other property on margin or
otherwise, and other instructions concerning your Account(s), from
Pershing Advisor Solutions or your Investment Advisor(s).
• Notices about margin requirements or other matters related to your
Account(s) will usually be provided to you through your Investment
Advisor(s). You may be notified directly if, in Pershing’s judgment,
market conditions, time constraints, regulatory requirements or other
circumstances require it. Neither Pershing Advisor Solutions nor
Pershing has any responsibility for providing you with any disclosures
that your Investment Advisor(s) is required to give you.
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• “Your Account” refers to your brokerage account with Pershing
Advisor Solutions.
II. Roles of Pershing, Pershing Advisor Solutions, BNY Mellon
and Your Investment Advisor(s)
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I. Definitions and Relationships
• “Law” means all applicable laws, rules, regulations and ordinances,
and all binding orders of any court, agency or other governmental
body with appropriate authority, as amended.
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• “Securities, Commodities, and other Property” includes, but is not
limited to, any money, securities, as well as commodities of every
kind and all contracts and options relating to them, whether for
present or future delivery, that may be held in your Account.
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• “BNY Mellon” refers to BNY Mellon, National Association, a
nationally chartered bank, a wholly owned subsidiary of The Bank
of New York Mellon Corporation and member FDIC, which provides
certain private banking products and services for your Account. BNY
Mellon is an affiliate of Pershing Advisor Solutions and Pershing.
• “Deposit Account” means any deposit account, including, but
not limited to, checking, savings or certificates of deposit held at
BNY Mellon.
• “Credit Facility” means any credit facility, investment credit line and/
or mortgage held at BNY Mellon.
• “Account Communications” means account statements, trade
confirmations and/or other notices, disclosures and other
information related to your account including without limitation
prospectus, quarterly, semi-annual or annual shareholder reports,
proxy statements, and legal and regulatory notices and documents.
• “Authorized User” means a person that You have authorized to
be provided an additional user ID which enables access to your
account online.
• “Website” means the website maintained by Pershing LLC on behalf of
Pershing Advisor Solutions and your Investment Advisor that enables
you to access your account information and perform other activities.
•Pershing Advisor Solutions conducts transactions as instructed by
you and your Investment Advisor(s). The Investment Advisor(s),
not Pershing Advisor Solutions nor Pershing, is responsible for
managing your Account(s). Pershing Advisor Solutions and Pershing
do not endorse, recommend or give advice to you or your Investment
Advisor(s) with respect to investment style or strategy, nor make any
determination regarding the suitability of any investment, strategy,
or program.
• Pershing does not provide investment advice, nor does Pershing give
advice or offer opinion in respect to the suitability of any transaction
or order. You understand that Pershing Advisor Solutions is not
Pershing’s agent, and agree that Pershing shall not be liable for any
acts or omissions of Pershing Advisor Solutions or its members,
affiliates, officers, directors, employees, representatives or agents.
You shall not hold Pershing, its other divisions, and its members,
affiliates, officers, directors, employees, representatives or agents
liable for any trading losses incurred by you.
•Pershing Advisor Solutions shall not be responsible or liable for any
acts or omissions of your Investment Advisor(s) or the members,
affiliates, officers, partners, directors, employees, representatives or
agents of your Investment Advisor(s). Pershing Advisor Solutions and
Pershing make no representation or warranty about the Investment
Advisor(s) or their services. You shall not hold Pershing Advisor
Solutions, its members, affiliates, officers, directors, employees,
representatives or agents liable for any trading losses incurred by you.
•Pershing Advisor Solutions is not affiliated with your Investment
Advisor(s), and your Investment Advisor(s) does not act as an
agent of Pershing Advisor Solutions. The Investment Advisor(s) may
have other business relationships with Pershing Advisor Solutions
or Pershing. Unless otherwise disclosed to you, your Investment
Advisor(s) is not controlled or employed by Pershing Advisor
Solutions or Pershing.
Pershing Advisor Solutions LLC, member FINRA, SIPC, is a wholly owned subsidiary of The Bank of New York Mellon Corporation (BNY Mellon).
Clearing, custody or other brokerage services may be provided by Pershing LLC, member FINRA, NYSE, SIPC.
Pershing Advisor Solutions relies on its affiliate Pershing LLC to provide execution services. Trademark(s) belong to their respective owners.
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Terms and Conditions
PERSHING ADVISOR SOLUTIONS LLC
• The Investment Advisor(s), not Pershing Advisor Solutions nor Pershing,
is responsible for determining the initial and ongoing appropriateness
of all fees that may be charged to your Account(s) (“Service Fees”).
Neither Pershing Advisor Solutions nor Pershing mandates or
determines the amount of Service Fees that the Investment Advisor(s)
may charge for management of your Account(s).
•For our services as a broker-dealer, Pershing Advisor Solutions
may charge fees separate from the fees and charges of your
Investment Advisor(s).
In addition, Pershing Advisor Solutions may pay administrative and
marketing fees to other entities, including FINRA-registered brokerdealer firms. Under FINRA rules, these broker-dealer firms are
responsible for supervising their Registered Representatives, including
the monitoring of brokerage transactions in the accounts of the clients
of the firm and their Registered Representatives. These Registered
Representatives may also be associated and registered with, and
conduct advisory business through, a registered investment adviser firm
that is unaffiliated with the Registered Representative’s broker-dealer.
C. Disbursements. You authorize Pershing Advisor Solutions to instruct
Pershing to:
(1) Disburse assets for your benefit or to you personally, as instructed
by your Investment Advisor(s);
(2) Remit checks to you at your address of record;
(3) Wire funds and make disbursements of funds held in your
Account(s) based on any standing instructions on file with
Pershing Advisor Solutions; and
(4) Make fund transfers between your Account(s) at the direction of
your Investment Advisor(s).
If this account is a Trust, the Trustee(s) signing this Account Application
and Agreement certify that the Trust authorizes the Trustee to receive
on behalf of the Trust or deliver to the Trust or third parties including to
the Trustee(s) individually any and all assets in this account, including,
but not limited to, monies, stocks, bonds and other securities. Also to
sell, assign and endorse for transfer, certificates representing stocks,
bonds or other securities now registered or hereafter registered in the
name of the Trust.
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•Pershing Advisor Solutions and/or your Investment Advisor(s)
will provide you with the Pershing Advisor Solutions Disclosure
Statement and Schedule of Charges, which are considered to be fully
a part of this client Agreement. The Disclosure Statement explains
the roles and responsibilities of Pershing Advisor Solutions, Pershing,
and your Investment Advisor(s) in greater detail. The Disclosure
Statement also contains other important provisions regarding your
Account(s), including Pershing Advisor Solutions’ privacy policy and
business continuity plan.
You understand that your Investment Advisor may recommend that
you purchase mutual funds or other investment products, and that
Pershing Advisor Solutions and its affiliates may receive servicing,
distribution or other revenues from mutual funds (whether affiliated
with Pershing Advisor Solutions or not).
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•Neither Pershing Advisor Solutions nor Pershing is obligated to
monitor the Investment Advisor(s) or the trading activity in any of
your Account(s). Pershing Advisor Solutions and Pershing do not
review or guarantee the accuracy, adequacy, or completeness of
any historical performance or other information that the Investment
Advisor(s) makes available to you. Pershing Advisor Solutions and
Pershing shall not be responsible for the reliance by any person,
including you, on any such information. The past investment
performance of your Investment Advisor(s) is not a guarantee of
future results.
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III. Agreement for all Accounts
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• BNY Mellon will make available banking custody and banking services
for your Account. BNY Mellon does not endorse, recommend or
give advice to you or your Investment Advisor(s) with respect to
investment style or strategy, nor make any determination regarding
the suitability of any investment, strategy, or program. BNY Mellon is
not affiliated with your Investment Advisor(s), and your Investment
Advisor(s) does not act as an agent of BNY Mellon. The Investment
Advisor(s) may have other business relationships with BNY Mellon.
Unless otherwise disclosed to you, your Investment Advisor(s) is not
controlled or employed by BNY Mellon.
A. Accounts. You are requesting that Pershing Advisor Solutions open
a brokerage account(s) in the names listed as account owners on
the Account Agreement you submitted. You represent that you have
received, read, and understood this agreement (including the Margin
Disclosure Statement), and that you agree to be bound by the terms
of the agreement as amended. You understand that Pershing Advisor
Solutions may send new and updated disclosures regarding your
Account(s). You also agree that Pershing Advisor Solutions may provide
information regarding this account to your Investment Advisor(s).
B. Fees. You understand that your Investment Advisor(s) negotiates
your commissions and other charges with Pershing Advisor Solutions.
You should contact your Investment Advisor for more information.
You authorize Pershing Advisor Solutions to deduct Investment
Advisory fees and Pershing Advisor Solutions fees, including
management and custody fees, from your account. You acknowledge
that Pershing Advisor Solutions fees may change at any time, and
that they are separate from advisory fees charged by your Investment
Advisor. You also understand that you are not entitled to any fee
rebates if your account(s) are cancelled or liquidated during a period
for which fees have already been charged.
If you want funds disbursed from your Account(s) by check, wire or
other form to a financial organization not on file with Pershing Advisor
Solutions or to a third party, you agree to provide a written letter
of authorization for each disbursement request. Pershing Advisor
Solutions may contact you to confirm your authorization before making
a disbursement.
D. Applicable Rules and Regulations. All transactions executed for
your Account by Pershing Advisor Solutions, its affiliates or agents,
including Pershing, are subject to applicable Laws, rules and regulations
of the Securities and Exchange Commission (“SEC”), FINRA, and any
other regulatory or self-regulatory agency or organization.
E. Lien. If you become indebted or otherwise obligated to Pershing
or Pershing Advisor Solutions, then all securities, commodities, and
other property that Pershing may be carrying for you, or that may be in
Pershing’s possession or under Pershing’s control, will be subject to a
general lien and security interest in Pershing’s favor. These assets can
be used to satisfy your debt and other obligations to Pershing Advisor
Solutions or Pershing. This applies regardless of any advances made by
Pershing in connection with those securities and other property, and
no matter how many accounts you may have with Pershing Advisor
Solutions and carried at Pershing.
In enforcing its lien, Pershing will determine which securities and
property are to be sold and which contracts are to be closed. However,
securities and other property you hold in retirement account(s)
maintained by Pershing, which may include IRAs or qualified plans,
are not subject to this general lien. Retirement account funds may be
used only to satisfy your debt or other obligations to Pershing Advisor
Solutions and/or Pershing that relate to your retirement account(s).
Pershing Advisor Solutions LLC, member FINRA, SIPC, is a wholly owned subsidiary of The Bank of New York Mellon Corporation (BNY Mellon).
Clearing, custody or other brokerage services may be provided by Pershing LLC, member FINRA, NYSE, SIPC.
Pershing Advisor Solutions relies on its affiliate Pershing LLC to provide execution services. Trademark(s) belong to their respective owners.
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Terms and Conditions
PERSHING ADVISOR SOLUTIONS LLC
G. Delivery of Communications. Communications may be sent to
you at your current postal or email address on file at Pershing Advisor
Solutions’ office, or to another address you give Pershing Advisor
Solutions in writing. All communications, whether by mail, messenger,
email or otherwise, shall be deemed as given to you personally whether
you actually receive them or not.
H. Website Access Terms and Conditions; Electronic Delivery Consent.
(I) You expressly agree and acknowledge that your use and any
Authorized Users’ use of the Website is subject to the terms and
conditions of use that are posted on Pershing’s NetXInvestor website
and/or the Website, including without limitation any disclaimers of
warranties and other notices therein. Such terms and conditions may be
amended from time to time by posting them on Pershing’s NetXInvestor
website and/or the Website. Continued use of the Website by You or
your Authorized Users will constitute your acceptance of the thencurrent terms and conditions.
An electronic mail (“email”) notification will be sent when Account
Communications are available to be accessed on the Website.
The email will provide You with the URL of the Website. The email
notification(s) will be sent to the email address(es) You provided
directly to your Investment Advisor or provided by registering on
the Website. You may view and verify your email address(es) via the
Website, and change the email address(es) through the Website or by
contacting your Investment Advisor.
In the event of an email notification failure as defined by Pershing,
Pershing may discontinue electronic delivery and mail your Account
Communications in paper form until You re-enroll through the
Website. If You lose access to the Website, You should contact your
Investment Advisor to have your access reinstated. By providing this
Electronic Delivery Consent, You affirm that You have provided a valid
email address directly to your Investment Advisor or by registering on
the Website, have access to the Internet and are at least 18 years of
age. You agree that electronic delivery of the Account Communications
is deemed accepted, regardless of whether You access or view a
particular account communication document. You acknowledge that
any Authorized Users for Your Account are able to make changes to the
electronic delivery settings for Your Account, and You agree to accept
responsibility for such changes.
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Pershing Advisor Solutions will provide a user ID and password for
accessing your Website. You agree that You are solely responsible for:
(a) safeguarding and keeping confidential your password and user IDs
that You and your Authorized Users use to access the Website and any
information that is retrieved from the Website. You agree that You and
your Authorized Users will only access the Website from devices with
industry standard anti-virus/anti-malware protection. You agree to
accept responsibility for all activities that occur under such user ID(s)
or password(s).
You have installed a recent version of Adobe Acrobat Reader or other
software application that enables You to view and print your Account
Communications. You may print or save a copy of any of the Account
Communications at any time. You may request a mailed copy of any
of your Account Communications by contacting Pershing Advisor
Solutions or your Investment Advisor.
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F. Payment of Indebtedness Upon Demand. You are liable for payment
on demand of any debit balance or other obligations owed in any of
your Account(s). If any deficiency remains after liquidating any part of
your Account(s), you will pay the balance to Pershing Advisor Solutions
and/or Pershing on demand.
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You agree to immediately notify your Investment Advisor if: (i) the
passwords or user IDs are lost or stolen, or (ii) You become aware of
any unauthorized use of the passwords, user IDs, or access to Your
Accounts that may be related to your use of the Website. You agree
that the providers of the Website are not liable for any loss or damage
arising from any activity that occurs via the use of your password and/
or user ID.
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Use of this online service is at your sole risk. The Website service
provided herein is on an “as is,” “as available” basis and without
warranties including, without limitation, those of merchantability,
fitness for a particular purpose or non-infringement, other than those
warranties which are implied by and incapable of exclusion, restriction
or modification under the Laws applicable to this Website service.
Neither Pershing Advisor Solutions, Pershing, nor their respective
members, affiliates, officers, directors, employees, representatives,
agents, contractors, information providers or services, warrants
timeliness, sequence, accuracy, completeness, reliability or content of
electronic information or that Website service will be uninterrupted or
error free. You agree to abide by this agreement as it may be amended
from time to time; amended terms will be posted on the Website. You
agree that Pershing or your Investment Advisor may send notices
related to online activity in Your Account to the email address(es) that
You have provided directly to your Investment Advisor or by registering
on the Website.
(II) You agree that your Investment Advisor, Pershing Advisor Solutions
and Pershing may make the Account Communications available in an
electronic form as described herein instead of mailing them in paper form.
Account Communications will be made available to You online via
a Website maintained by Pershing on behalf of Pershing Advisor
Solutions and your Investment Advisor. Account communications
will be available in portable document format (PDF). You affirm that
This Electronic Delivery Consent is effective until revoked. You
may revoke your consent and resume receiving paper Account
Communications by changing your delivery preferences by following
the instructions on the Website, or by contacting your Investment
Advisor directly for assistance.
If You do not want to receive documents electronically, You must check
the appropriate box(es) in the “Electronic Delivery of Documents” Step
of the Account Application and Agreement or change your paperless
preferences on the Website. Please note that Pershing Advisor
Solutions may charge fees for sending your paper documents.
I. Scope and Transferability. This agreement covers all of the Account(s)
you may open or reopen with Pershing Advisor Solutions. It also applies
to Pershing’s and Pershing Advisor Solutions’ successors, whether by
merger, consolidation or otherwise, and their assigns. Pershing’s and
Pershing Advisor Solutions’ successors may transfer your Account(s) to
their respective successors and assigns. This agreement will be binding
on your heirs, executors, administrators, successors, and assigns.
J. Reliance on Investment Advisor(s). You authorize Pershing Advisor
Solutions and Pershing to act on the instructions of your Investment
Advisor(s), without any duty to inquire as to their accuracy or suitability,
or to verify those instructions with you.
K. No Professional Advice. You acknowledge that Pershing Advisor
Solutions, Pershing and BNY Mellon will not provide you with any
advice, including but not limited to, investment, legal, tax or accounting,
and that their employees are not authorized to give any such advice.
You agree not to solicit or rely upon any such advice from Pershing,
BNY Mellon or Pershing Advisor Solutions or their employees, whether
in connection with transactions in or for any of your Account(s) or
otherwise. In making investment, legal, tax, or accounting decisions
with respect to transactions in or for your Account(s) or any other
matter, you will consult with and rely upon your own advisors and not
Pershing Advisor Solutions. Pershing Advisor Solutions, Pershing and
BNY Mellon shall not be liable for any such advice or decisions.
Pershing Advisor Solutions LLC, member FINRA, SIPC, is a wholly owned subsidiary of The Bank of New York Mellon Corporation (BNY Mellon).
Clearing, custody or other brokerage services may be provided by Pershing LLC, member FINRA, NYSE, SIPC.
Pershing Advisor Solutions relies on its affiliate Pershing LLC to provide execution services. Trademark(s) belong to their respective owners.
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PERSHING ADVISOR SOLUTIONS LLC
L. Extraordinary Events. Pershing Advisor Solutions and Pershing shall
not be liable for any losses caused directly or indirectly by government
restrictions and/or regulations, exchange or market rulings, suspension
of trading, war, terrorism, strikes, or other conditions beyond our control.
M. Capacity to Enter into Agreement. Unless disclosed to Pershing
Advisor Solutions, you represent that you are of full legal age, and
that you are not employed by any broker-dealer firm or any entity that
regulates a broker-dealer firm, including but not limited to FINRA or
any stock exchange.
N. Proxies and Corporate Mailings. Unless you indicated otherwise in
Step 9 of the Account Application and Agreement, Pershing Advisor
Solutions will direct all proxies and corporate mailings (including
corporate action notifications) to your Investment Advisor(s). Pershing
Advisor Solutions understands that your Investment Advisor has
agreed to vote (or act on) corporate mailings subject to your consent.
But unless you agree otherwise, your Investment Advisor will not
be authorized to take action or render any advice involving litigation
or prospective litigation (including class action) or bankruptcies
regarding securities or other investments held in your Account(s), or
of their issuers. You should take any litigation, prospective litigation
and bankruptcies into consideration, obtain advice if you believe it is
appropriate, and respond as required.
U. Termination. You agree that Pershing Advisor Solutions has the right
to terminate your Account(s) at any time by notice to you. The provisions
of this agreement will survive the termination of your Account(s).
V. Amendment or Waiver. You agree that Pershing Advisor Solutions
may amend, change, revise, add or modify this agreement at any
time. The current version of the Agreement will be posted on
www.pershingadvisorsolutions.com, and you understand that your
continued account activity or the act of not closing your account after
such modification constitutes your acceptance to be bound by all
modifications to this agreement.
W. Governing Law. The laws of the State of New York shall govern this
agreement and its enforcement, without giving effect to its conflicts of
laws provisions.
O. Joint Accounts. Unless you specify otherwise, Pershing Advisor
Solutions may assume that your Joint Account(s) is held by all of you
jointly with rights of survivorship (payable to either you or to your
survivor). Each joint tenant irrevocably appoints the other as attorneyin-fact to take actions on his or her behalf and to represent him or her
in connection with this agreement. Pershing Advisor Solutions is fully
protected in acting, but is not required to act, on the instructions of any
of you in sending Documents or other communications to any of you, or
in dealing with any of you. Each of you is liable, jointly and individually, for
any amounts due to Pershing Advisor Solutions under this agreement,
whether incurred by either or all of you. In its discretion, Pershing Advisor
Solutions may require all joint account holders to sign any document or
to furnish written instructions with respect to any action.
1.You authorize (a) BNY Mellon, Pershing Advisor Solutions and
Pershing to discuss and share any and all of your personal information
held in their books, records or systems, including creditworthiness,
with respect to your relationship with each affiliate (“Information”)
without limitation and (b) your Investment Advisor to discuss and
share any and all of your Information with BNY Mellon without
limitation. BNY Mellon, Pershing Advisor Solutions and Pershing
are each a subsidiary of The Bank of New York Mellon Corporation.
You acknowledge Pershing Advisor Solutions does not and will not
collect or retain information outside of information collected in its
normal course of business, including, but not limited to, tax records,
income information and outside asset holdings that may be used by
BNY Mellon.
P. Mutual Fund Transactions. You may be charged a transaction
fee when purchasing and selling mutual fund shares within your
Account(s). Mutual fund shares can be purchased and sold directly
from a fund without paying transaction fees.
2.You grant to your Investment Advisor the right to request and
receive any and all information pertaining to any Deposit Account
and/or Credit Facility at BNY Mellon, including, but not limited
to, the right to request information on all Credit Facility activity,
borrowing and usage information, payment history, rate and
modification information and copies of Credit Facility statements.
This authorization is in addition to and in no way limits or restricts
any rights that the Investment Advisor may have under any other
agreement(s) between you and the Investment Advisor, you and
Pershing Advisor Solutions or the Investment Advisor and Pershing
Advisor Solutions. The authorization contained in this agreement is a
continuing one and shall remain in full force and effect until revoked
by you in writing.
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You or your Investment Advisor may instruct Pershing Advisor
Solutions to direct proxies and corporate mailings to you by sending us
separate written directions. In that case, you will be able to vote (or act
on) these materials as you see fit.
X. Privacy. Pershing Advisor Solutions does not sell information about
current or former clients to third parties, nor does it disclose information
to third parties unless it is necessary to process a transaction, maintain
your Account(s), is otherwise permitted or required by law or as is
otherwise permitted in this agreement. Pershing Advisor Solutions
may share non-public personal information with third parties affiliated
with either your Investment Advisor(s) or Pershing Advisor Solutions.
Pershing Advisor Solutions may also share your Account(s) information
with third parties hired by your Investment Advisor(s) or Pershing
Advisor Solutions to provide account management services. If you
apply for, request or establish a Credit Facility or Deposit Account with
BNY Mellon the following additional terms and conditions regarding
your privacy will apply:
Q. Severability. If any provision or condition of this agreement is held
to be invalid, illegal, unenforceable or in conflict with the law of any
jurisdiction by any court, regulatory or self-regulatory agency or body,
the remaining provisions will continue to be valid, legal and enforceable.
R. Headings are Descriptive. The headings in this agreement are
inserted as a matter of convenience only and do not define, limit, or
describe the scope of this agreement or the intent of its provisions.
S. Recording Conversations. You agree that for our mutual
protection, Pershing Advisor Solutions may electronically record any
telephone conversations conducted between you and Pershing Advisor
Solutions employees.
T. Entire Agreement. This agreement and the enclosed Account
Agreement, along with all other attachments, is the full and complete
understanding between you and Pershing Advisor Solutions; no oral or
other agreements conflict with it.
3.If the Investment Advisor is not a natural person, the names of those
individuals authorized to act on behalf of the Investment Advisor are
as set forth in the “Please Read and Sign” Step of this agreement.
You shall request the Investment Advisor to inform BNY Mellon
in writing of any changes to the list of authorized individuals. BNY
Mellon may rely on the list of authorized persons provided by you or
Investment Advisor without further inquiry. The list shall be signed
by an authorized person of the Investment Advisor. You agree it is
the Investment Advisor’s sole responsibility to ensure its respective
Pershing Advisor Solutions LLC, member FINRA, SIPC, is a wholly owned subsidiary of The Bank of New York Mellon Corporation (BNY Mellon).
Clearing, custody or other brokerage services may be provided by Pershing LLC, member FINRA, NYSE, SIPC.
Pershing Advisor Solutions relies on its affiliate Pershing LLC to provide execution services. Trademark(s) belong to their respective owners.
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PERSHING ADVISOR SOLUTIONS LLC
designation of authorized persons with authority to act on behalf of
the Investment Advisor remains current and BNY Mellon shall not
be liable for the use of or access to client data by such authorized
persons.
Z. ARBITRATION AGREEMENT. ANY CONTROVERSY BETWEEN
YOU AND PERSHING ADVISOR SOLUTIONS AND/OR YOU AND
PERSHING SHALL BE SUBMITTED TO ARBITRATION BEFORE THE
FINANCIAL INDUSTRY REGULATORY AUTHORITY.
4.You or BNY Mellon may terminate subparagraphs 1 through 3 of this
Paragraph X at any time by providing written notice to the other. If you
terminate these provisions, BNY Mellon may require repayment in full
of any outstanding indebtedness and may terminate any outstanding
Credit Facility. All notices sent shall be directed to you at your address
of record as specified in this agreement and if to BNY Mellon: BNY
Mellon, 500 Ross Street, Suite 655, Pittsburgh, PA 15262.
NO PERSON SHALL BRING A PUTATIVE OR CERTIFIED CLASS
ACTION TO ARBITRATION, NOR SEEK TO ENFORCE ANY
PREDISPUTE ARBITRATION AGREEMENT AGAINST ANY PERSON
WHO HAS INITIATED IN COURT A PUTATIVE CLASS ACTION;
OR WHO IS A MEMBER OF A PUTATIVE CLASS WHO HAS NOT
OPTED OUT OF THE CLASS WITH RESPECT TO ANY CLAIMS
ENCOMPASSED BY THE PUTATIVE CLASS ACTION UNTIL; (I) THE
CLASS CERTIFICATION IS DENIED; (II) THE CLASS IS DECERTIFIED;
OR (III) THE CUSTOMER IS EXCLUDED FROM THE CLASS BY THE
COURT. SUCH FORBEARANCE TO ENFORCE AN AGREEMENT TO
ARBITRATE SHALL NOT CONSTITUTE A WAIVER OF ANY RIGHTS
UNDER THIS AGREEMENT EXCEPT TO THE EXTENT STATED HERE.
For additional information about the Pershing Advisor Solutions
Privacy Policy, please review the disclosures on our website at www.
pershingadvisorsolutions.com.
AA. Prime Brokerage. Pershing Advisor Solutions allows your
Investment Advisor(s) to place orders for the execution of trades with
broker-dealers other than Pershing Advisor Solutions. You acknowledge
that you or your Investment Advisor(s) are responsible for selecting
these other brokers, and that Pershing Advisor Solutions makes no
representation regarding their financial condition or ability. Pershing
Advisor Solutions may reject any executing broker proposed by you
or your Investment Advisor(s) or terminate any previously accepted
executing broker for any reason at any time. If Pershing Advisor
Solutions does so, it will inform you or your Investment Advisor(s) in
a timely manner.
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Prohibition Against Unlawful Internet Gambling. In accordance
with the Unlawful Internet Gambling Enforcement Act of 2006,
transactions associated with unlawful internet gambling are
prohibited. The Act prohibits any person engaged in the business
of betting or wagering from knowingly accepting payments in
connection with the participation of another person in unlawful
internet gambling. Accordingly, you must not initiate or receive
wire transfers, checks, drafts or other debit/credit transactions
that are restricted by the Act. For more information, please refer to:
www.federalreserve.gov/newsevents/press/bcreg/20081112b.htm.
THE LAWS OF THE STATE OF NEW YORK GOVERN.
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Pershing Advisor Solutions maintains physical, electronic, and
procedural safeguards to protect your personal information. Within
Pershing Advisor Solutions, access to this information is limited to only
those employees of Pershing Advisor Solutions who need to know it
in order to perform their job functions. All Pershing Advisor Solutions
employees are required to keep all client information strictly confidential.
Y. ARBITRATION DISCLOSURES. THIS AGREEMENT CONTAINS A
PREDISPUTE ARBITRATION CLAUSE. BY SIGNING AN ARBITRATION
AGREEMENT THE PARTIES AGREE AS FOLLOWS:
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•ALL PARTIES TO THIS AGREEMENT ARE GIVING UP THE RIGHT
TO SUE EACH OTHER IN COURT, INCLUDING THE RIGHT TO A
TRIAL BY JURY, EXCEPT AS PROVIDED BY THE RULES OF THE
ARBITRATION FORUM IN WHICH A CLAIM IS FILED.
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•ARBITRATION AWARDS ARE GENERALLY FINAL AND BINDING;
A PARTY’S ABILITY TO HAVE A COURT REVERSE OR MODIFY AN
ARBITRATION AWARD IS VERY LIMITED.
• THE ABILITY OF THE PARTIES TO OBTAIN DOCUMENTS, WITNESS
STATEMENTS, AND OTHER DISCOVERY IS GENERALLY MORE
LIMITED IN ARBITRATION THAN IN COURT PROCEEDINGS.
• THE ARBITRATORS DO NOT HAVE TO EXPLAIN THE REASON(S)
FOR THEIR AWARD, UNLESS, IN AN ELIGIBLE CASE, A JOINT
REQUEST FOR AN EXPLAINED DECISION HAS BEEN SUBMITTED
BY ALL PARTIES TO THE PANEL AT LEAST 20 DAYS PRIOR TO THE
FIRST SCHEDULED HEARING DATE.
•THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A
MINORITY OF ARBITRATORS WHO WERE OR ARE AFFILIATED
WITH THE SECURITIES INDUSTRY.
• THE RULES OF SOME ARBITRATION FORUMS MAY IMPOSE TIME
LIMITS FOR BRINGING A CLAIM IN ARBITRATION. IN SOME
CASES, A CLAIM THAT IS INELIGIBLE FOR ARBITRATION MAY BE
BROUGHT IN COURT.
You authorize Pershing Advisor Solutions to collect and transmit
prime brokerage trade orders and other instructions from you or your
Investment Advisor(s) on an ongoing basis, and you agree to allow
Pershing Advisor Solutions to access reports, data, and services. You
authorize Pershing Advisor Solutions to advise the executing brokers if
your Account(s) is not in compliance with any net equity requirement
for prime brokerage currently in effect at Pershing Advisor Solutions,
to send a notice of disaffirmance of any executing broker’s trade to
that broker, and to transmit your name to each executing broker as an
underlying client of your Investment Advisor(s).
Commissions and/or fees may apply to the execution of transactions
through other broker-dealers that you would not incur if the transaction
were executed directly through Pershing Advisor Solutions, including
additional fees charged by Pershing Advisor Solutions. You agree
that your Account(s) may be assessed a prime brokerage fee if your
Investment Advisor(s) trades away from Pershing Advisor Solutions;
you and your Investment Advisor(s) will determine responsibility for
these fees.
Pershing Advisor Solutions shall be entitled to debit assets from your
Account(s) on the settlement date of any trade-away order regardless
of whether delivery or receipt has occurred, or to take appropriate steps
to complete, cancel, or liquidate any transaction. If your Investment
Advisor(s) elects to transact business with other broker-dealers,
Pershing Advisor Solutions will make available, on request and at no
additional charge, any confirmation sent by an executing broker-dealer
to you in care of Pershing Advisor Solutions.
You understand that prime brokerage activity shall be conducted
consistent with all applicable laws, rules and regulations, as well as
with the SEC prime brokerage no-action letter dated January 24, 1994.
•THE RULES OF THE ARBITRATION FORUM IN WHICH THE
CLAIM IS FILED, AND ANY AMENDMENTS TO IT, SHALL BE
INCORPORATED INTO THIS AGREEMENT.
Pershing Advisor Solutions LLC, member FINRA, SIPC, is a wholly owned subsidiary of The Bank of New York Mellon Corporation (BNY Mellon).
Clearing, custody or other brokerage services may be provided by Pershing LLC, member FINRA, NYSE, SIPC.
Pershing Advisor Solutions relies on its affiliate Pershing LLC to provide execution services. Trademark(s) belong to their respective owners.
PAGE 5 OF 7
FRM-CONSOLIDATED-TC-06-16
Terms and Conditions
PERSHING ADVISOR SOLUTIONS LLC
Margin Disclosure Statement. Before entering any trades in a margin
account, it is important that you carefully review this Margin Account
Agreement provided by Pershing Advisor Solutions via its arrangement
with Pershing LLC and to consult with your Investment Advisor(s)
regarding any questions or concerns you may have. It is important
to fully understand the risks involved in trading securities on margin.
These risks include but are not limited to the following:
You can lose more funds or securities than you deposit in the
margin account.
A decline in value of securities that are purchased on margin may
require you to provide additional funds to Pershing to avoid the forced
sale of those securities or other securities or assets in your account(s).
Pershing can force the sale of securities or other assets in your
account(s).
If the equity in your account falls below Pershing’s maintenance margin
requirements, Pershing can sell the securities or other assets in any of
your account(s) held at Pershing to cover the margin deficiency. You
also will be responsible for any shortfall in the account after such a sale.
Pershing can sell your securities or other assets without
contacting you.
Some investors mistakenly believe that a financial organization must
contact them for a margin call to be valid, and that the financial
organization cannot liquidate securities or other assets in their accounts
to meet the call unless the financial organization has contacted them
first. This is not the case. Most financial organizations will attempt to
notify their clients of margin calls, but they are not required to do so.
However, even if a financial organization has contacted a client and
provided a specific date by which the client can meet a margin call,
the financial organization can still take necessary steps to protect its
financial interests, including immediately selling the securities without
notice to the client.
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CC. Trading Authorization. Your Investment Advisor(s) is authorized
to buy and sell (including short sales) equities, bonds, option contracts,
and any other related securities, including selecting a money fund
or bank deposit product as a sweep option in your account, and/or
contracts, on margin or otherwise, in accordance with this agreement
and the policies of Pershing Advisor Solutions. For all purchases and
sales, Pershing Advisor Solutions is authorized to follow all your
Investment Advisor(s)’ instructions. Except as herein otherwise
provided, the Investment Advisor(s) is authorized to act for Pershing
Advisor Solutions in the same manner and with the same force and
effect as you might or could do with respect to such purchases and
sales, as well as with respect to all other things necessary or incidental
thereto including the changing of your sweep instruction, which may
include changes between money market funds and bank deposit
products, voting of proxies or effectuating tenders, exchanges, or
redemptions, or other similar actions (or acting on corporate mailings)
with respect to securities held in your account, except as previously
provided to the Investment Advisor(s). However, the Investment
Advisor(s) will not be obligated to take action or render any advice
involving legal action, on behalf of Pershing Advisor Solutions, with
respect to Securities, Commodities and other Property held in your
Account, or the issuers thereof, which become the subject of legal
notices or proceedings, including bankruptcies.
IV. Agreement for Margin Accounts
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BB. Special Note for Non-U.S. Accounts. With respect to assets
custodied by Pershing on your behalf, you acknowledge that income,
capital gains or distributions from this account may be taxable in your
home jurisdiction. You acknowledge to Pershing Advisor Solutions and
to Pershing that you are responsible for obtaining your own tax advice.
You also authorize the Investment Advisor(s) in its discretion to
aggregate purchases and sales of securities for your Account with
those of the same issuer for other clients occurring on the same day.
When transactions are aggregated in this way, all participating clients
of your Investment Advisor(s) will be deemed to have purchased or
sold their proportionate shares at the average transaction price.
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If this agreement is entered into by a trustee or other fiduciary,
including someone meeting the definition of fiduciary under the
Employee Retirement Income Security Act of 1974 (ERISA) or an
employee benefit plan subject to ERISA, the fiduciary warrants that
the execution of this Trading Authorization is permitted by the plan’s
relevant governing instrument, and that the fiduciary is duly authorized
to enter into this agreement. The fiduciary agrees to furnish relevant
plan documents to Pershing Advisor Solutions or the Investment
Advisor(s) on request. The fiduciary agrees to advise them of any
event that might affect this authority or the validity of this agreement.
The fiduciary also warrants (i) that your governing instruments provide
that an “investment manager” (as defined in ERISA) may be appointed,
and (ii) that the person executing and delivering this agreement is a
“named fiduciary” (as defined in ERISA) who has the power under the
plan to appoint an investment manager. The Investment Advisor(s) is
that investment manager.
Pershing may change margin requirements or margin call time
periods without notice to you.
In regard to house, maintenance and other margin calls, in lieu of
immediate liquidations, Pershing may permit you a period of time to
satisfy a call. This time period shall not in any way waive or diminish
Pershing’s right, in its sole discretion, to shorten the time period in
which you may satisfy a call, including one already outstanding, or to
demand that a call be satisfied immediately. Nor does such practice
waive or diminish the right of Pershing to sell out positions to satisfy
the call, which can be as high as the full indebtedness owed by you.
Margin requirements may be established and changed by Pershing in
its sole discretion and judgment.
You are not entitled to choose which securities or other assets
in your brokerage account(s) are liquidated or sold to meet a
margin call.
Because the securities are collateral for the margin loan, Pershing has
the right to decide which security to sell in order to protect its interests.
Pershing can increase its “house” maintenance margin requirements
at any time, and is not required to provide you with advance written
notice. These changes in firm policy often take effect immediately and
may result in the issuance of a maintenance margin call. Your failure to
satisfy the call may cause Pershing to liquidate or sell securities in your
brokerage account(s).
Pershing Advisor Solutions LLC, member FINRA, SIPC, is a wholly owned subsidiary of The Bank of New York Mellon Corporation (BNY Mellon).
Clearing, custody or other brokerage services may be provided by Pershing LLC, member FINRA, NYSE, SIPC.
Pershing Advisor Solutions relies on its affiliate Pershing LLC to provide execution services. Trademark(s) belong to their respective owners.
PAGE 6 OF 7
FRM-CONSOLIDATED-TC-06-16
Terms and Conditions
PERSHING ADVISOR SOLUTIONS LLC
While an extension of time to meet margin requirements may be
available to clients under certain conditions, a client does not have
a right to the extension. This Margin Agreement is a legally binding
agreement, cannot be modified by conduct and no failure on the part of
Pershing at any time to enforce its rights under the Margin Agreement
to the greatest extent permitted shall in any way be deemed to waive,
modify or relax any of the rights granted Pershing, including those
rights vested in Pershing to deal with collateral on all loans advanced
to you.
Also, this Margin Agreement constitutes the full and entire
understanding between the parties with respect to the provision of
the Margin Agreement, and there are no oral or other agreements in
conflict with the Margin Agreement unless you have advised in writing
to Pershing of such conflict. Any future modification, amendment or
supplement to this Margin Agreement or any individual provision of
this Margin Agreement can only be in writing signed by a representative
of Pershing. You should carefully review this Margin Agreement for the
rights and limitations governing your margin account relationship.
B. Margin Requirements, Credit Charges, Credit Investigation, and
Deposits. For margin purposes, you must, at all times, maintain such
securities, commodities, and other property in your Account(s) as
Pershing Advisor Solutions shall require via a margin call or other
request. The debit balances or adjusted balances in your Account(s)
shall be charged in accordance with Pershing Advisor Solutions’
practice with interest at a rate permitted by the laws of the State of
New York. It is understood that, unless paid, the interest charge made
to your Account(s) at the close of a charge period will be added to the
opening balance for the next charge period.
Margin requirements may be established and changed by Pershing or
Pershing Advisor Solutions in its sole discretion and judgment without
notice to you. In making this determination, Pershing or Pershing
Advisor Solutions may take into account various factors including but
not limited to (i) issues as to your securities such as, among others, the
liquidity of a position and concentrations of securities in an account,
(ii) considerations as to your status, including but not limited to a
decline in creditworthiness, (iii) the size of the account, (iv) the general
condition of the market, (v) considerations as to the ability of Pershing
to obtain financing, and (vi) regulatory interpretations or guidance.
You agree to contact Pershing Advisor Solutions for the latest
information on margin requirements. Pershing Advisor Solutions may
exchange credit information about you with others. You are hereby
notified that any negative credit report reflected on your credit record
with Pershing Advisor Solutions may be submitted to a credit reporting
agency if you fail to fulfill the terms of your credit obligations. Pershing
Advisor Solutions or Pershing may request a credit report on you and,
upon request, Pershing Advisor Solutions will state the name and
address of the consumer reporting agency that furnished it. If Pershing
Advisor Solutions extends, updates, or renews your credit, either
Pershing Advisor Solutions or Pershing may request a new credit report
without telling you.
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When you purchase securities, commodities and other property, you
have the option of paying for them in full or borrowing part of the
purchase price from Pershing. If you choose to borrow funds from
Pershing, you will need to open a margin account with Pershing Advisor
Solutions, which will introduce such account to Pershing. The securities
purchased are used as collateral for the loan that was made to you
for that purchase or any other indebtedness arising after the initial
transaction. If the securities, commodities and other property in your
account decline in value, so does the value of the collateral supporting
your loan. As a result, Pershing can take action. For example, Pershing
can issue a margin call and/or liquidate securities, commodities and
other properties in any of your Account(s) held with Pershing in order
to maintain its required equity in the margin account.
described in this section in its sole discretion, including whenever the
following occurs: in the event that a petition or bankruptcy is filed, the
appointment of a receiver is filed against you, an attachment is levied
against you, or you die, or become incapacitated.
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You are not entitled to an extension of time on a margin call.
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If Article 15 of the EU Securities Financing Transactions Regulation
(“SFTR”) is applicable to you: Please refer to https://www.pershing.
com/_global-assets/pdf/disclosures/per-eu-article-15-info-stmt.pdf for
access to an information statement disclosing the risks and consequences
of delivering non-cash collateral under a relevant collateral arrangement
with Pershing LLC (including a margin account). This statement does
not amend or supersede the express terms of any transaction, collateral
arrangement or otherwise affect your or our liabilities or obligations.
Please contact your financial professional if you have any questions.
SPECIAL NOTE FOR NON-U.S. ACCOUNTS: With respect to assets
custodied by Pershing on your behalf, you acknowledge that income
and capital gains or distributions to you from this account may be
taxable in your home jurisdiction. Furthermore, interest paid to Pershing
Advisor Solutions and Pershing under this agreement may be subject
to withholding tax in your home jurisdiction. It is your obligation to
pay such withholding tax, if applicable. You acknowledge to Pershing
Advisor Solutions and to Pershing that you have taken your own tax
advice in this regard.
THE MARGIN AGREEMENT CONTAINS A PREDISPUTE ARBITRATION
CLAUSE.
V. Additional Provisions for Margin Accounts
A. Liquidation. Whenever it is necessary for the protection of Pershing
Advisor Solutions to satisfy a margin call, deficiency, debit, or other
obligation owed to Pershing Advisor Solutions by your Account(s),
Pershing Advisor Solutions may sell any or all securities, commodities,
and other property in your Account(s) with Pershing Advisor
Solutions. Pershing Advisor Solutions is entitled to exercise the rights
C. Option Transactions. If at any time you shall enter into any
transaction for the purchase or resale of option contracts, you agree
to abide by the rules of any national securities association, registered
securities exchange, or clearing organization applicable to the trading
of option contracts. Also, you agree that you will not violate the position
or exercise limitation rules of any such association or exchange or the
Options Clearing Corporation or other clearing organization.
D. Loan Consent. You acknowledge that securities not fully paid for
may be loaned to Pershing Advisor Solutions, Pershing or loaned out to
others, and as permitted by law, certain securities in the account, may
be used for, among other things, settling short sales and lending the
securities for short sales, and as a result Pershing and Pershing Advisor
Solutions may receive compensation in connection therewith. Pershing
Advisor Solutions and Pershing do not lend fully-paid-for securities
without your written permission. Fully-paid-for securities held in a cash
account (unless otherwise agreed in a separate written agreement)
and fully-paid-for securities held in a margin account in which there is
no debit balance are not loaned.
E. Shareholder Vote of Loaned Securities. In the event your securities
have been loaned by Pershing on the record date of a shareholder vote
involving those securities, you agree that the borrower and not you
have the right to vote these securities. You understand that your vote
may be reduced to reflect the total amount of your securities loaned
by Pershing.
Pershing Advisor Solutions LLC, member FINRA, SIPC, is a wholly owned subsidiary of The Bank of New York Mellon Corporation (BNY Mellon).
Clearing, custody or other brokerage services may be provided by Pershing LLC, member FINRA, NYSE, SIPC.
Pershing Advisor Solutions relies on its affiliate Pershing LLC to provide execution services. Trademark(s) belong to their respective owners.
PAGE 7 OF 7
FRM-CONSOLIDATED-TC-06-16